﻿1.0 End User License Agreement for SUSE Liberty Linux

PLEASE READ THIS AGREEMENT CAREFULLY. BY PURCHASING, INSTALLING, DOWNLOADING OR
OTHERWISE USING THE SOFTWARE (INCLUDING ITS COMPONENTS), YOU AGREE TO THE TERMS
OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE NOT PERMITTED
TO DOWNLOAD, INSTALL OR USE THE SOFTWARE. AN INDIVIDUAL ACTING ON BEHALF OF AN
ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT
ON BEHALF OF THAT ENTITY.  This End User License Agreement (“Agreement”) is a
legal agreement between You (an entity or a person) and SUSE LLC (“Licensor”).
SUSE Liberty Linux software products for which You have acquired
licenses, any media or reproductions (physical or virtual) and accompanying
documentation (collectively the “Software”) are protected by the copyright laws
and treaties of the United States (“U.S.”) and other countries and is subject
to the terms of this Agreement.
If the laws of Your principal place of business require contracts to be in the
local language to be enforceable, such local language version may be obtained
from Licensor upon written request and shall be deemed to govern Your purchase
of licenses to the Software. Any add-on, extension, update, mobile application,
module, adapter or support release to the Software that You may download or
receive that is not accompanied by a license agreement is Software and is
governed by this Agreement.

2.0 Licensed Use

2.1 License Grant

Subject to the following terms, Licensor hereby grants you a perpetual,
worldwide license to the Software under the GNU General Public License Version
2 (http://www.gnu.org/licenses/old-licenses/gpl-2.0.txt).  Open Source Nothing
in this Agreement shall restrict, limit or otherwise affect any rights or
obligations You may have, or conditions to which You may be subject, under any
applicable open source licenses to any open source code contained in the
Software. The Software may include or be bundled with other software programs
licensed under different terms and/or licensed by a third party other than
Licensor. Use of any software programs accompanied by a separate license
agreement is governed by that separate license agreement. The license rights
for the binary only firmware components are located with the components
themselves.  Subscription Services and Support Licensor has no obligation to
provide maintenance or support unless You purchase a subscription offering that
expressly includes such services.  Licensor sells subscription offerings for
the Software that entitles You to fee based technical support and/or internal
use of Software updates provided on a specified annual period (“Subscription
Offering”) and are subject to the SUSE’s product Terms and Conditions available
at https://www.suse.com/products/terms_and_conditions.pdf (“Terms and
Conditions”)

2.2 Marks

No right or license, express or implied, is granted under this Agreement with
respect to any trademark, trade name or service mark of Licensor or its
affiliates or licensors (“Mark”). This Agreement does not permit you to
distribute the Software or its components using Licensor's trademarks,
regardless of whether the copy has been modified.  You may make a commercial
redistribution of the Programs only if (a) permitted under a separate written
agreement with Licensor authorizing such commercial redistribution, or (b) you
remove and replace all occurrences of any Mark.


2.3 Ownership

No title to or ownership of the Software is transferred to You. Licensor and/or
its third party licensors retain all right, title and interest in and to all
intellectual property rights in the Software and Services, including any
adaptations or copies thereof. The Software is not sold to You, You acquire
only a conditional license to use the Software. Title, ownership rights and
intellectual property rights in and to the content accessed through the
Software are the property of the applicable content owner and may be protected
by applicable copyright or other law. This Agreement gives You no rights to
such content.

3.0 Warranty and Liability

3.1 Limited Warranty

Licensor warrants that the media that the Software is delivered on will be free
from defects in materials and manufacture under normal use for a period of
thirty (30) days from the date of delivery to you. This warranty extends only
to the party that purchases subscription services for the Software from
Licensor and/or its affiliates or an authorized distributor. THE FOREGOING
WARRANTY IS YOUR SOLE AND EXCLUSIVE REMEDY AND IS IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED. SAVE FOR THE FOREGOING WARRANTY, THE SOFTWARE
IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND.  THE SOFTWARE IS NOT
DESIGNED, MANUFACTURED OR INTENDED FOR USE OR DISTRIBUTION WITH ON-LINE CONTROL
EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN
THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, COMMUNICATION, OR
CONTROL SYSTEMS, DIRECT LIFE SUPPORT MACHINES, WEAPONS SYSTEMS, OR OTHER USES
IN WHICH FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY,
OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.  Consequential Losses NEITHER
LICENSOR NOR ANY OF ITS THIRD PARTY LICENSORS, SUBSIDIARIES, OR EMPLOYEES WILL
IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT,
TORT, ECONOMIC OR PUNITIVE DAMAGES, WHETHER BASED ON CONTRACT, NEGLIGENCE,
STRICT LIABILITY OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR
CONTRIBUTION, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, BUSINESS OR DATA,
EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

3.2 Direct Damages

IN NO EVENT WILL LICENSOR'S (OR ITS AFFILIATES’) AGGREGATE LIABILITY FOR DIRECT
DAMAGES TO PROPERTY OR PERSON (WHETHER IN ONE INSTANCE OR A SERIES OF
INSTANCES) EXCEED 1.25 TIMES THE AMOUNT PAID BY YOU FOR THE SOFTWARE OR
SERVICES OUT OF WHICH SUCH CLAIM AROSE (OR $50 (U.S.) IF YOU RECEIVED THE
SOFTWARE FREE OF CHARGE).  The above exclusions and limitations will not apply
to claims relating to death or personal injury caused by the negligence of
Licensor or its employees, agents or contractors. In those jurisdictions that
do not allow the exclusion or limitation of damages, including, without
limitation, damages for breach of any implied terms as to title or quiet
enjoyment of any Software obtained pursuant to this Agreement or for fraudulent
misrepresentation, Licensor's liability shall be limited or excluded to the
maximum extent allowed within those jurisdictions.

4.0 General Terms

4.1 Audits

Licensor or an Auditor (as defined below) has the right to verify Your
compliance with this Agreement. If you use a subscription offering as detailed
in the section Subscription Services and Support above,You agree to:

    4.1.1 Recordkeeping. Keep, and upon Licensor's request, provide records,
sufficient to certify Your compliance with this Agreement based on the
applicable license metric, SUSE’s Compliance Charter located at
https://www.suse.com/company/legal/compliance-charter and the Terms and
Conditions   for the Software. This may include without limitation serial
numbers, license keys, logs, the location, model (including quantity and type
of processor) and serial number of all machines on which the Software is
installed or accessed or from which the Software can be accessed, the names
(including corporate entity) and number of users accessing or authorized to
access the Software, metrics, reports, copies of the Software (by product and
version), and network architecture diagrams as they may relate to Your
licensing and deployment of the Software and associated support and
maintenance;

    4.1.2 Questionnaire. Within seven (7) days of Licensor's request, You shall
furnish Licensor or its designated independent auditor ("Auditor") a completed
questionnaire provided by Licensor or Auditor, accompanied with a written
statement signed by a director of Your Organization certifying the accuracy of
the information provided; and

    4.1.3 Access. Provide representatives of Licensor or Auditor any necessary
assistance and access to records and computers to allow an inspection and audit
of Your computers and records, during Your normal business hours, for
compliance with the applicable Agreement and fully cooperate with such audit.

    4.1.4 Non-Compliance. In the event that You have, or at any time have had,
unlicensed installation, use of, or access to the Software or have otherwise
breached this Agreement (a "Non-Compliance"), without prejudice to any other
rights or remedies Licensor may have, including, without limitation, injunctive
relief, You shall, within thirty (30) days' notice of such Non-Compliance to
You, purchase sufficient licenses and or subscriptions and associated support
and maintenance to cure the Non-Compliance, by paying Licensor's current (as of
the date of such additional purchase) list license fees and 12-month support
and maintenance fees to Licensor for such additional licenses, plus Licensor's
current (as of the date of such additional purchase) list term license and
support and maintenance fees and interest (compounded at 1.5% monthly or the
maximum rate permitted by applicable law if lower) for such additional licenses
for the time period from the commencement of the Non-Compliance until payment
of the aforementioned fees, with interest payable even if an invoice was not
issued at the time the Non-Compliance occurred. If Your Non-Compliance results
in an underpayment of license fees of 5% or greater, You shall also reimburse
Licensor for the reasonable cost of such audit in addition to other amounts
due.

4.2 Law

All matters arising out of or relating to this Agreement will be governed by
the substantive laws of the United States and the State of Utah without regard
to its choice of law provisions. Any suit, action or proceeding arising out of
or relating to this Agreement may only be brought before a federal or state
court of appropriate jurisdiction in Utah.  If a party initiates
Agreement-related legal proceedings, the prevailing party will be entitled to
recover reasonable attorneys' fees.  If, however, Your principal place of
business is a member state of the European Union, the European Free Trade
Association or the United Kingdom, (1) the courts of Ireland shall have
exclusive jurisdiction over any action of law relating to this Agreement; and
(2) where the laws of such country of Your principal place of business are
required to be applied to any such action of law the laws of that country shall
apply.  The application of the United Nations Convention of Contracts for the
International Sale of Goods is expressly excluded.

4.3 Entire Agreement

This Agreement, together with any other purchase documents or other agreement
between You and Licensor, sets forth the entire understanding and agreement
between You and Licensor and may be amended or modified only by a written
agreement agreed to by You and an authorized representative of Licensor. NO
THIRD PARTY LICENSOR, DISTRIBUTOR, DEALER, RETAILER, RESELLER, SALES PERSON, OR
EMPLOYEE IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE ANY REPRESENTATION
OR PROMISE THAT IS DIFFERENT FROM, OR IN ADDITION TO, THE TERMS OF THIS
AGREEMENT.

4.4 Waiver

No waiver of any right under this Agreement will be effective unless in
writing, signed by a duly authorized representative of the party to be bound.
No waiver of any past or present right arising from any breach or failure to
perform will be deemed to be a waiver of any future right arising under this
Agreement.

4.5 Severability

If any provision in this Agreement is invalid or unenforceable, that provision
will be construed, limited, modified or, if necessary, severed, to the extent
necessary, to eliminate its invalidity or unenforceability, and the other
provisions of this Agreement will remain unaffected.

4.6 Export Compliance

You acknowledge that Licensor’s products and/or technology are subject to the
U.S. Export Administration Regulations (the “EAR”) and You agree to comply with
the EAR. You will not export or re-export Licensor’s products, directly or
indirectly, to: (1) any countries that are subject to US export restrictions;
(2) any end user who You know or have reason to know will utilize Licensor’s
products in the design, development or production of nuclear, chemical or
biological weapons, or rocket systems, space launch vehicles, and sounding
rockets, or unmanned air vehicle systems, except as authorized by the relevant
government agency by regulation or specific license; or (3) any end user who
has been prohibited from participating in the US export transactions by any
federal agency of the US government. By downloading or using the Software, You
are agreeing to the foregoing and You are representing and warranting that You
are not located in, under the control of, or a national or resident of any such
country or on any such list. In addition, You are responsible for complying
with any local laws in Your jurisdiction which may impact Your right to import,
export or use Licensor’s products. Please consult the Bureau of Industry and
Security web page https://www.bis.doc.gov before exporting items subject to the
EAR. For more information on exporting Software, including the applicable
Export Control Classification Number (ECCN) and associated license exception
(as applicable), see https://www.suse.com/company/legal/. Upon request,
Licensor’s International Trade Services Department can provide information
regarding applicable export restrictions for Licensor products. Licensor
assumes no responsibility for Your failure to obtain any necessary export
approvals.

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